Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART VICorporate Governance (continued)

DIVISION IShareholders and Policyholders (continued)

Quorum

Marginal note:Shareholders

  •  (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Policyholders

    (2) Unless the by-laws otherwise provide, a quorum of policyholders is present at a meeting of policyholders if at least five hundred policyholders who are entitled to vote at the meeting, or one per cent of the total number of those policyholders, whichever is lesser, are present in person or represented by proxyholders.

  • Marginal note:Shareholders and policyholders

    (3) Unless the by-laws otherwise provide, a quorum of shareholders and policyholders is present at a meeting of shareholders and policyholders if the holders of a majority of the shares and at least five hundred policyholders, or one per cent of the total number of policyholders, whichever is lesser, who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Quorum at opening

    (4) If a quorum is present at the opening of a meeting of shareholders or policyholders, the shareholders or policyholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  • Marginal note:No quorum at opening

    (5) If a quorum is not present at the opening of a meeting of shareholders or policyholders, the shareholders or policyholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

  • 1991, c. 47, s. 150
  • 2001, c. 9, s. 372

Marginal note:One shareholder meeting

 If a company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Voting

Marginal note:One share — one vote

 Subject to section 164.08, if a share of a company entitles the holder of the share to vote at a meeting of shareholders or shareholders and policyholders, that share entitles the shareholder to one vote at the meeting.

  • 1991, c. 47, s. 152
  • 2001, c. 9, s. 373

Marginal note:One vote for each participating policyholder

  •  (1) Subject to subsection 149(3), the holder of one or more participating policies issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company and is entitled to one vote at that meeting.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a participating policy that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date.

  • 1991, c. 47, s. 153
  • 1997, c. 15, s. 193

Marginal note:Other policyholders entitled to vote

  •  (1) Subject to subsection 149(3), the holder of one or more policies, other than participating policies, issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company, and is entitled to one vote at that meeting, where

    • (a) the terms of one or more of those policies entitle the policyholder to vote at the meeting; or

    • (b) the by-laws of the company entitle the policyholder to vote at the meeting.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a policy, other than a participating policy, that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date.

  • Marginal note:One policyholder — one vote

    (3) Subject to subsection 149(3), the holder of one or more participating policies issued by a company and one or more policies, other than participating policies, referred to in subsection (1)

    • (a) is entitled to one vote as the holder of one or more participating policies and to another vote as the holder of one or more policies, other than participating policies, referred to in that subsection where this Act provides for participating policyholders to vote separately from other policyholders who are entitled to vote, or for those other policyholders to vote separately from participating policyholders;

    • (b) is not otherwise entitled to more than one vote at a meeting of policyholders; and

    • (c) is not otherwise entitled to more than one vote at a meeting of shareholders and policyholders, unless the holder is also a shareholder, in which case the holder is entitled to one vote as a policyholder and is also entitled to vote his or her shares.

  • 1991, c. 47, s. 154
  • 1997, c. 15, s. 194

Marginal note:Representative shareholder or policyholder

  •  (1) If an entity is a shareholder or policyholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or policyholders of the company.

  • Marginal note:Idem

    (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if the entity were a natural person who was a shareholder or policyholder.

Marginal note:Joint shareholders or policyholders

 Unless the by-laws otherwise provide, if two or more persons hold shares or policies jointly, one of those holders present at a meeting of shareholders or policyholders may in the absence of the others vote the shares or policies, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares or policies jointly held by them.

Marginal note:Voting by hands or ballot

  •  (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or policyholders shall take place by show of hands except when a ballot is demanded by a shareholder, policyholder or proxyholder entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A shareholder, policyholder or proxyholder may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders or policyholders under subsection 140(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.

  • Marginal note:Regulations

    (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders or policyholders by means of a telephonic, electronic or other communication facility.

  • 1991, c. 47, s. 157
  • 2005, c. 54, s. 235

Resolution in lieu of Meeting

Marginal note:Resolution in lieu of meeting

  •  (1) Except where a written statement is submitted by a director under section 182 or by an auditor under subsection 344(1),

    • (a) a resolution in writing signed by all the shareholders and policyholders entitled to vote on that resolution at a meeting of shareholders or policyholders is as valid as if it had been passed at a meeting of the shareholders or policyholders; and

    • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or policyholders, and signed by all the shareholders and policyholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or policyholders.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders or policyholders.

  • Marginal note:Evidence

    (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1991, c. 47, s. 158
  • 2005, c. 54, s. 236
 
Date modified: